These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damage arising from the translations.
(Securities Code: 8714)
June 1, 2023
To Shareholders with Voting Rights:
Atsushi Ukawa
Representative Director, President andCEOSenshu Ikeda Holdings, Inc.
18-14, Chayamachi, Kita-ku,
Osaka, JapanNOTICE OF CONVOCATION OF
THE 14TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 14th Annual General Meeting of Shareholders of Senshu Ikeda Holdings, Inc.
(the “Company”). The meeting will be held for the purposes described below.
The Company has adopted a system of electronic provision for the convocation of this General Meeting of
Shareholders. Matters subject to the electronic provision measures are posted on the website below.
The Company’s website: https://www.senshuikeda-hd.co.jp/ir/kabunushisoukai.html
This information has also been posted on the following website:
Tokyo Stock Exchange’s “Listed Company Search” page(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)Enter the Company’s name “Senshu Ikeda Holdings,Inc.” or code “8714” in the appropriate
field, and click on “Search.” Next, click on “Basic Information” and “Documents for public
inspection/PR information” in turn.
If you do not attend the meeting, you may still exercise your voting rights in writing or electronically (on theInternet). Please review the Reference Documents for the General Meeting of Shareholders described in matterssubject to the electronic provision measures, then follow the methods described on pages 3 to 4 to exercise yourvoting rights by 5:40 p.m., on Monday, June 26, 2023, Japan time.
The Annual General Meeting of Shareholders will be broadcast live via the Internet.
For details, please refer to page 6.
1. Date and Time:

Tuesday, June 27, 2023, at 10:00 a.m. Japan time

2. Place:

10F, Conference Room, Osaka International Convention Center (“Grand Cube
Osaka”), 5-3-51, Nakanoshima, Kita-ku, Osaka, Japan

3. Meeting Agenda:

Due to unavoidable circumstances, we may need to change the venue and/or thestart time. In that case, the detail of the changes will be posted on the
Company’s website (https://www.senshuikeda-hd.co.jp/) (Japanese only). Pleasecheck the website.

Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 14th Fiscal Year (from April 1, 2022, to March 31, 2023) andresults of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
12. Non-consolidated Financial Statements for the Company’s 14th Fiscal Year(from April 1, 2022, to March 31, 2023)

Proposals to be resolved:
Proposals by the Company
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
Shareholder Proposal
Proposal No. 5: Partial Amendments to the Articles of Incorporation
Proposal No.5 has been made by one (1) shareholder. The Board of Directors opposes this proposal.
End

2

Guide to the Exercise of Voting Rights
Exercise of Voting Rights
via the Internet, etc.

Exercise of Voting Rights
by Smartphone

You are kindly requested to access the Exercise of
Voting Rights Website (https://evote.tr.mufg.jp/)and
follow the on-screen instructions to indicate yourapproval or disapproval of each proposal. If there isno indication of approval or disapproval of the
proposal on the Voting Rights Exercise Form, it
shall be deemed that an indication of approval has
been made.

To exercise your voting rights by smartphone,please scan the QR code with your smartphone.
Easy access from the Netto de Shoshu service!
Set your smartphone’s camera button to scan the
QR code for smooth exercise of voting rights.
The Netto de Shoshu service can be accessed byscanning the QR code.

Deadline for exercise:
Until 5:40 p.m.
Monday, June 26, 2023
Exercise of Voting Rights
in Writing

Exercise of Voting Rights
by Attending the Meeting

You are kindly requested to mark and return theenclosed Voting Rights Exercise Form with yourvote of approval or disapproval of each proposal
via mail by no later than the deadline below. If you
choose to exercise your voting rights in writing anddo not indicate your approval or disapproval
for each of the proposals on the Voting Rights
Exercise Form returned to the Company, you will
be deemed to have indicated approval for theCompany’s proposals and disapproval ofshareholder proposals.

When attending the meeting, please submit theenclosed Voting Rights Exercise Form at thereception desk on the day of the meeting.
Date and time of the meeting:
10:00 a.m.
Tuesday, June 27, 2023
⁎ The Voting Rights Exercise Form that theCompany will receive on the day of the meeting
is for identity verification (It is not intended toreceive the details of your vote).

Deadline for exercise:
Arrival by 5:40 p.m.
Monday, June 26, 2023
To institutional investors:
If you have applied in advance to use the “Electronic Voting Platform,” which is operated by ICJ Inc., you can
exercise your voting rights on the Platform.
◎ In the event that any revisions to the electronically provided matters are required, the revisions will be postedon the various websites.

3

Procedures for the Exercise of Voting Rights via the Internet
Your exercise of voting rights will contribute to activities that protect the lives and health of children
around the world.
The Company will donate the reduction in mailing costs of 84 yen per person resulting from the exercise of
voting rights via the Internet to the Japan Committee for UNICEF. Shareholders’ exercise of voting rights
will contribute to society. Please take advantage of exercising your voting rights via the Internet.
Donate to:
The Japan Committee for UNICEF
The Senshu Ikeda Holdings Group supports the Sustainable Development Goals (SDGs).
When exercising your voting rights via the Internet, please access the Exercise of Voting Rights Website designatedby the Company (https://evote.tr.mufg.jp/) from your smartphone or computer, etc., and follow the on-screen
instructions to exercise your voting rights.
◎ If you have exercised your voting rights both by mail and via the Internet, the vote exercised via the Internet
will be taken as valid.
◎ If you have exercised your voting rights multiple times via the Internet, the final vote will be taken as valid. If
you have exercised your voting rights on the website for computers and smartphones redundantly, the final votecast will be taken as valid.
Deadline for the Exercise of Voting Rights

Until 5:40 p.m., Monday, June 26, 2023
*Please note that the voting service becomes unavailable daily
from 2:00 a.m. to 5:00 a.m.

Method by scanning the QR CodeUsing a smartphone (including a tablet computer)
You can log in by scanning the “Login QR Code” without entering the “Login ID” and the “Temporary
Password.”
1) Scan the QR Code

2) Choose the method to exercise
your voting rights

3) Choose “Approve” or“Disapprove” for each proposal

Please scan the “Login QR Code”
provided on the stub of theenclosed Voting Rights Exercise
Form (the right side) with yoursmartphone.

Please choose the method to
exercise your voting rights on thescreen for choosing the method toapprove or disapprove theproposals.

Please follow the on-screen
instructions to choose “Approve”
or “Disapprove” for each
proposal.
Follow the on-screen instructions
and you will complete yourexercise.

QR Code is a registered trademark of
DENSO WAVE INCORPORATED.

For inquiries about the system orother matters, contact:

Securities Business Division (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free)(Available from 9 a.m. to 9 p.m.)4

Exercise of Voting Rights in Writing
You are kindly requested to mark and return the enclosed Voting Rights Exercise Form with your vote of
approval or disapproval of each proposal via mail. If there is no indication of approval or disapproval of the
proposal on the Voting Rights Exercise Form, it shall be deemed that, for the proposals made by the Company,
an indication of approval, and, for the shareholder proposal, an indication of disapproval has been made.
Deadline for exercise:
Arrival by 5:40 p.m.
Monday, June 26, 2023

5

Information on the Internet Livestream of the General Meeting of Shareholders
The Company will livestream the General Meeting of Shareholders on the “Engagement Portal,” an exclusive
website for shareholders, so that you will be able to view the Meeting from home or any other location of yourconvenience. We hope that you will find it helpful.
In consideration of the privacy of the attending shareholders, the video of the meeting will only show
the vicinity of the Chairperson and Officers’ seats. However, please note that there may be cases in whichshareholders in attendance are unavoidably reflected on the screen.
Livestream date and time:
Tuesday, June 27, 2023 from 10 a.m. until the conclusion of the General Meeting of Shareholders⁎ The livestream website will be accessible from around 9:30 a.m. on the day of the Meeting, 30 minutes before
the start.
How to log in to the exclusive website for shareholders “Engagement Portal”
Please scan the Login QR code with your smartphone, etc. or access the following website to enter your Login ID
and Password.
1) Enter your Login ID and Password provided on the reverse side of the enclosed Voting Rights Exercise Form.
2) Confirm the terms and conditions and check the “Agree with Terms and Conditions” check box.
3) Click the “Login” button.
URL of the online site for the General Meeting of Shareholders:
https://engagement-portal.tr.mufg.jp/
Important Notes:

Under the Companies Act, viewing a livestream via the Internet is not deemed as attendance at the General
Meeting of Shareholders. Accordingly, when participating in the Meeting via the Internet, you will not beable to ask questions, exercise your voting rights, or propose motions, which are permitted to theshareholders at a General Meeting of Shareholders. When exercising your voting rights, please make note ofthe deadline and mail your Voting Rights Exercise Form, vote via the Internet as shown in the separate guide,or attend the Meeting by a proxy who has been granted the authority of representation via a power ofattorney, etc.



Only shareholders may participate in the General Meeting of Shareholders held via the Internet.



It is strictly prohibited to capture, record, or save the live broadcast or publish it on any social network site,etc.

Please note that there may be visual or audio malfunctions depending on your computer environment (model,
performance, etc.) and your internet connection environment (line status, connection speed, etc.).

Communication charges, etc. for viewing shall be borne by each shareholder.

For inquiries about theshareholder-dedicated website,
contact:

Securities Business Division
Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-676-808 (Toll Free)For inquiries about the livestream(viewing problem of the video
player, etc.), contact:

J-Stream Inc.
Phone: 0120-597-260 (Toll Free)(Available from 9 a.m. to 5 p.m. excluding Saturdays, Sundays and holidays.
For the day of the General Meeting of Shareholders, available from 9 a.m. to
the conclusion of the Meeting)(On the day of the General Meeting of Shareholders, available from 9:30 a.m.
to the conclusion of the Meeting)6Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposals made by the Company
Proposals No.1 to No.4 are made by the Company.
Proposal No. 1: Appropriation of Surplus
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and the total amountFor ordinary shares, the Company proposes a dividend of 5 yen per share (thereby making the annual
dividend including the interim dividend 10 yen per share).
The total amount of dividends in this case will be 1,401,707,515 yen.
(3) Effective date of distribution of surplus
June 28, 2023
Profit attributable to owners of the parent for the fiscal year 2022 includes interest of approximately 400
million yen, which was additionally remunerated (“special remuneration”) under the “Special Deposit Facility toEnhance the Resilience of the Regional Financial System” set forth by the Bank of Japan. As such special
remuneration was provided “with the aim of strengthening the business foundations of regional financial
institutions so that they may firmly support regional economies into the future and smoothly fulfill theirfinancial intermediation function,”(Note) the Board of Directors of the Company has deemed it inappropriate toinclude the special remuneration in the appropriation of surplus. When the shareholder return rate is calculatedwith the amount obtained by deducting such special remuneration from profit attributable to owners of theparent as the denominator, the rate will be 30.9% if dividends are distributed as per Proposal 1.
(Note) "Principal Terms and Conditions of the Special Deposit Facility to Enhance the Resilience of the Regional
Financial System" (December 25, 2020)

7

Proposal No. 2: Partial Amendments to the Articles of Incorporation
As the First Series of Class 7 Preferred Shares were acquired and cancelled on July 15, 2022 as originallyplanned, the provisions relating to these preferred shares will be deleted.
(Details of changes to the Articles of Incorporation)(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Total Number of Authorized Shares)(Total Number of Authorized Shares)

Article 6

Article 6

The total number of shares authorized to
be issued by the Company shall be nine
hundred million (900,000,000) shares.
The aggregate number of each classshares authorized to be issued shall be as
set forth below:
Ordinary Shares: Eight hundred and fifty
million and fifty thousand (850,050,000)
sharesFirst Series of Class 7 Preferred Shares:
Twenty-five million (25,000,000) shares

2.

2.

The total number of shares authorized to
be issued by the Company shall be eight
hundred and fifty million and fifty
thousand (850,050,000) shares.
The aggregate number of each classshares authorized to be issued shall be as
set forth below:
Ordinary Shares: Eight hundred and fifty
million and fifty thousand (850,050,000)
shares.
(Delete)

Chapter 3 PREFERRED SHARES(Delete)(Preferred Dividends)(Delete)Article 14

In the event of payment of year-end
dividends provided for in Article 50 ofthese Articles, the Company shall
distribute cash dividends from surplus
on Preferred Shares (hereinafter referred
to as “Preferred Dividends”) in theamount prescribed below to the holders
of Preferred Shares (hereinafter referred
to as the “Preferred Shareholders”) or
registered share pledgees who holdpledges over Preferred Shares(hereinafter referred to as the“Registered Preferred Share Pledgees”),
with priority over the holders of
Ordinary Shares (hereinafter referred toas the “Ordinary Shareholders”) or
registered share pledgees who holdpledges over Ordinary Shares(hereinafter referred to as the“Registered Ordinary Share Pledgees”);
provided, however, that in the event that
the Preferred Interim Dividends
provided for in Article 14-2 have been
paid in the relevant business year, theamount so paid shall be deductedaccordingly.
First Series of Class 7 Preferred Shares
Thirty (30) yen per share. For Preferred
Dividends for the record date March 31,
2016, however, the Company shall pay
twenty-nine point five-one (29.51) yen
per share.
8Current Articles of Incorporation
If the aggregate amount paid toPreferred Shareholders or RegisteredPreferred Share Pledgees as dividends
from surplus in any particular businessyear is less than the prescribed amountof the Preferred Dividends, the unpaid
amount shall not be carried over to nor
cumulated in subsequent business years.
3. The Company shall not distribute any
dividends from surplus to any Preferred
Shareholder or Registered Preferred
Share Pledgee in excess of theprescribed amount of the Preferred
Dividends except for the distribution
from surplus pursuant to Article 758,
Item 8 (b) or Article 760, Item 7 (b) of
the Companies Act in the process of anabsorption-type company split
conducted by the Company, or the
distribution from surplus pursuant to
Article 763, Paragraph (1), Item 12 (b)or Article 765, Paragraph (1), Item 8 (b)of the Companies Act in the process ofan incorporation-type company split
conducted by the Company.

Proposed Amendments

2.

(Preferred Interim Dividends)(Delete)Article14-2 In the event of payment of Interim
Dividends provided for in Article 51, theCompany shall make a cash distribution
from surplus in the amount prescribed
below (hereinafter referred to as“Preferred Interim Dividends”) to thePreferred Shareholders or RegisteredPreferred Share Pledgees, with priority
over the Ordinary Shareholders orRegistered Ordinary Share Pledgees.
First Series of Class 7 Preferred Shares
Fifteen (15) yen per share. For PreferredInterim Dividends for the record date
September 30, 2015, however, theCompany shall pay fourteen point fiveone (14.51) yen per share.

9Current Articles of Incorporation

Proposed Amendments(Distribution of Residual Assets)(Delete)Article 15

If the Company distributes its residual
assets in cash upon liquidation, theCompany shall pay cash to the Preferred
Shareholders or Registered Preferred
Share Pledgees, with priority over theOrdinary Shareholders or Registered
Ordinary Share Pledgees in the amountprescribed below:
First Series of Class 7 Preferred Shares
One thousand (1,000) yen per share
2. The Company shall not make a
distribution of residual assets to thePreferred Shareholders or RegisteredPreferred Share Pledgees other than asprovided for in the preceding paragraph.
(Voting Rights for Preferred Shares)
Article 16(Delete)Unless otherwise provided for by laws
or regulations, the Preferred
Shareholders shall not have voting rights
at any general meeting of shareholders.

(Acquisition Clause with Cash as Consideration forPreferred Shares)
Article 172.

(Delete)DeletedThe Company may, to the extent legallypossible, acquire the First Series ofClass 7 Preferred Shares from thePreferred Shareholders or RegisteredPreferred Share Pledgees in whole or inpart on or after July 1, 2022, when thedate to be determined by resolution of
the Board of Directors arrives after theissuance of the First Series of Class 7
Preferred Shares (hereinafter referred toas the “First Series of Class 7 Preferred
Shares Acquisition Date”); provided,
however, that only in cases where the
Closing Price falls under the Minimum
Acquisition Price on all ten (10)consecutive trading days (including thedate of the meeting) up to and including
the date of the meeting of the Board of
Directors and the approval of the
Financial Services Agency has beenobtained in advance, the Board of
Directors may decide the First Series ofClass 7 Preferred Shares Acquisition
Date. In this case, the Company shalldeliver to the Preferred Shareholders of
the First Series of Class 7 Preferred
Shares the property provided for in
Paragraph 3 of this Article in exchange
for the acquisition of the First Series ofClass 7 Preferred Shares.
10

Current Articles of Incorporation
In exchange for the acquisition of theFirst Series of Class 7 Preferred Shares,
the Company shall pay the cash amountof 1,000 yen per share of the First Seriesof Class 7 Preferred Shares plus thePreferred Dividends on the First Seriesof Class 7 Preferred Shares calculated
on a prorated daily basis for the numberof days from and including the first dayof the business year in which the First
Series of Class 7 Preferred Shares
Acquisition Date falls to and including
the day prior to the First Series of Class
7 Preferred Shares Acquisition Date(calculation shall be made to the third
decimal place denominated in yen, androunded off to the second decimal place)(however, if Preferred Interim Dividends
were paid to Preferred Shareholders orRegistered Preferred Share Pledgees of
the First Series of Class 7 Preferred
Shares in the business year in which theFirst Series of Class 7 Preferred Shares
Acquisition Day falls, that amount shallbe deducted).
4. Partial acquisition shall be effected byproportional distribution or by lottery.

3.

11

Proposed Amendments

Current Articles of Incorporation

Proposed Amendments(Acquisition Clauses of Preferred Shares in Exchange
for Ordinary Shares)(Delete)Article 17-2 The Company shall mandatorily acquire
all of the First Series of Class 7
Preferred Shares on March 31, 2025
(hereinafter referred to as the“Mandatory Acquisition Date”). In thiscase, the Company shall, in exchange forthe acquisition of the First Series ofClass 7 Preferred Shares, deliver to each
Preferred Shareholder of the First Seriesof Class 7 Preferred Shares ordinary
shares in the number obtained bymultiplying the number of the First
Series of Class 7 Preferred Shares heldby the Preferred Shareholder by anamount equivalent to the payment
amount per share of the First Series ofClass 7 Preferred Shares, divided by themarket price of Ordinary Shares asprovided for in Paragraph 2 of this
Article (hereinafter referred to as the“Mandatory Acquisition Price”). If thenumber of ordinary shares to bedelivered in exchange for the acquisitionof the First Series of Class 7 Preferred
Shares includes a fractional share, such
fraction shall be handled by the method
provided for in Article 234 of theCompanies Act.

12

2.

Current Articles of Incorporation
Mandatory Acquisition Price
The Mandatory Acquisition Price shallbe the amount equivalent to the average
daily closing price of Ordinary Shares of
the Company (in regular trading) as
reported by Tokyo Stock Exchange, Inc.
(hereinafter referred to as the “Closing
Price”) for the thirty (30) consecutive
trading days (excluding trading days on
which no Closing Price is reported)commencing on the forty-fifth (45th)
trading day prior to the Mandatory
Acquisition Date (such calculation shallbe made to the first decimal place
denominated in yen, and rounded down
to the nearest whole number).; provided,
however, that if, as a result of suchcalculation, the Mandatory Acquisition
Price falls under the Minimum
Acquisition Price (this price shall be the
Closing Price on March 23, 2015
multiplied by 0.8 (such calculation shallbe made to the first decimal place
denominated in yen, and rounded down
to the nearest whole number), or 421 yen
if such price is less than 421 yen), theMandatory Acquisition Price shall be the
Minimum Acquisition Price (subject toadjustment in accordance with
Paragraph 3 of this Article).

13

Proposed Amendments

Current Articles of Incorporation
Adjustment of the Minimum AcquisitionPricei. After the issuance of the First Series ofClass 7 Preferred Shares, if any of thefollowing applies, the Minimum
Acquisition Price shall be adjusted by
the following formula (hereinafterreferred to as the "Minimum Acquisition
Price Adjustment Formula") (suchMinimum Acquisition Price after the
adjustment shall be called the “Adjusted
Minimum Acquisition Price”
hereinafter). Calculation with the
Minimum Acquisition Price Adjustment
Formula shall be made to the firstdecimal place denominated in yen, androunded down to the nearest whole
number.

3.

Adjusted
Minimum
Acquisition
Price

-

Preadjustment
Minimum
Acquisition
Price

x

Numberof
Already
IssuedOrdinary
Shares-Number of
Already Issued
Ordinary Shares

Numberof
Ordinary
Shares
DeliveredPayment
Amount
per
Share

x

Market Price＋

Number of
Ordinary
Shares
Delivered

14

Proposed Amendments

Current Articles of Incorporation

Proposed Amendments(A) Issuance of Ordinary Shares or disposal(including gratis allotment) of Ordinary
Shares that are treasury shares at apayment amount less than the market
price (as defined in iii. below; the same
shall apply hereinafter) used in the
Minimum Acquisition Price Adjustment
Formula (provided, however, that thisdoes not apply where shares combinedwith acquisition claims for which
delivery of Ordinary Shares of theCompany can be requested or shareoptions (including those attached tobonds with share options; the same shallapply hereinafter in Paragraph 3 of this
Article), and other securities (hereinafterreferred to as the “Shares Combinedwith Acquisition Claims, Etc.”) or sharescombined with acquisition clauses that
may be acquired by the Company inexchange for the delivery of theCompany's Ordinary Shares or shareoptions combined with acquisition
clauses, and other securities (hereinafterreferred to as “Shares Combined withAcquisition Clauses, Etc.”) are acquiredor exercised and Ordinary Shares aredelivered in exchange).
The Adjusted Minimum Acquisition
Price shall be applied on or after the dateof payment (if a payment period is
specified, this shall be the last day ofsuch payment period; the same shallapply hereinafter) (in case of gratis
allotment, the effective date of that
allotment), or, if there is a record date
for granting to shareholders the right toreceive allotment of shares forsubscription or for gratis allotment, on
or after the day following that record
date.
(B) Stock Split
The Minimum Acquisition Price
Adjustment Formula shall be applied to
calculate the Adjusted Minimum
Acquisition Price, deeming that the
number of Ordinary Shares to be
increased as a result of the stock split
was delivered on the record date for thestock split (excluding the number ofOrdinary Shares to be increased
pertaining to Ordinary Shares that aretreasury shares of the Company), and it
shall be applied from the day following
the record date.

15

Current Articles of Incorporation

Proposed Amendments(C) Issuance of Shares Combined withAcquisition Claims, Etc. for which
delivery of Ordinary Shares of theCompany can be requested at a priceless than the market price (defined in iv.
below; the same shall apply in this (C),(D) and (E) below and in iii. (D) below)
used for the Minimum Acquisition Price
Adjustment Formula (including in thecase of gratis allotment)
The Adjusted Minimum Acquisition
Price shall be calculated by applying the
Minimum Acquisition Price Adjustment
Formula, deeming that all of the Shares
Combined with Acquisition Claims, Etc.
are acquired or exercised under theoriginal terms and that Ordinary Shareswere delivered on the date of thepayment of the Shares Combined withAcquisition Claims, Etc. (for shareoptions, the date of allotment) (for gratis
allotment, the effective date), or if there
is a record date for the granting toshareholders of the right to receive
allotment of Shares Combined withAcquisition Claims, Etc. or for gratis
allotment, on such record date, and it
shall be applied on and after the day
following the date of the payment (forshare options, the date of allotment) (forgratis allotment, the effective date) or on
and after the record date.

16

Current Articles of Incorporation
Notwithstanding the above, if the priceof the Preferred Shares has not been
finalized on the date on which theOrdinary Shares are deemed to havebeen delivered, and Shares Combinedwith Acquisition Claims, Etc. are issued
in such a manner that their price will be
determined on a certain later date(hereinafter referred to as the "Price
Determination Date"), and thedetermined price is less than the market
price used in the Minimum Acquisition
Price Adjustment Formula, the Adjusted
Minimum Acquisition Price shall becalculated by applying the Minimum
Acquisition Price Adjustment Formula,deeming that all of the Shares Combinedwith Acquisition Claims, Etc.
remaining on the Price Determination
Date have been acquired or exercised on
the terms finalized on the Price
Determination Date and that Ordinary
Shares have been delivered, and it shallbe applied on and after the day
following the Price Determination Date.
(D) Cases where Shares Combined withAcquisition Claims, Etc. issued by theCompany are subject to a condition thatthe price thereof shall be modified on
and after the date of issue (excluding
adjustments to prevent dilution similar
to this i. and ii. below) and where theprice after modification (hereinafterreferred to as the "Modified Price") on
the date on which such modification ismade (hereinafter referred to as the“Modification Date") is less than themarket price used in the Minimum
Acquisition Price Adjustment Formula
The Adjusted Minimum Acquisition
Price shall be calculated by applying the
Minimum Acquisition Price Adjustment
Formula, deeming that all of theremaining Shares Combined withAcquisition Claims, Etc. have beenacquired or exercised at the Modified
Price on the Modification Date and that
Ordinary Shares have been delivered,and it shall be applied on and after the
day following the Modification Date.

17

Proposed Amendments

Current Articles of Incorporation

Proposed Amendments(E) Cases where Ordinary Shares aredelivered at a price less than the market
price used in the Minimum Acquisition
Price Adjustment Formula, in exchange
for the acquisition of Shares Combinedwith Acquisition Clauses, Etc.
The Adjusted Minimum Acquisition
Price shall be applied on and after thedate of acquisition.
However, if the adjustments of the said
acquisition price provided for in (C) and(D) above have already been made forsuch Shares Combined with Acquisition
Clauses, Etc., to the extent that the
number of fully diluted Ordinary Shares
after Ordinary Shares are delivered in
exchange for such acquisition (asdefined in v. below) exceeds the numberof already issued Ordinary Shares
immediately prior to the acquisition, theexcess number of shares of Ordinary
Share shall be deemed to have beendelivered, and the Adjusted Minimum
Acquisition Price shall be calculated byapplying the Minimum Acquisition Price
Adjustment Formula, and if that numberof fully diluted Ordinary Shares does notexceed the number of already issued
Ordinary Shares immediately prior to
the acquisition, the adjustment provided
for in this (E) shall not be made.
(F) Stock consolidation
The Adjusted Minimum Acquisition
Price shall be calculated by applying the
Minimum Acquisition Price Adjustment
Formula after the number of Ordinary
Shares decreased due to consolidation
on and after the effective date of stock
consolidation (excluding the number ofOrdinary Shares decreased in relation to
Ordinary Shares that are treasury sharesof the Company as of the effective date)is expressed as a negative value anddeemed as the number of Ordinary
Shares to be delivered.
ii.

In addition to cases described in i. (A) to(F) above, if the Company carries out amerger, company split, share exchange,
share transfer, or other action that makes
it necessary to adjust the Minimum
Acquisition Price, the Price shall bechanged to the one deemed appropriateby the Board of Directors.

18

Current Articles of Incorporation

Proposed Amendments

iii. (A) The “Market Price” used in the
Minimum Acquisition Price Adjustment
Formula shall be the amount equivalent
to the average daily Closing Price ofOrdinary Shares of the Company for thethirty (30) consecutive trading days
(excluding trading days on which no
Closing Price is reported) commencing
on the forty-fifth (45th) trading day prior
to the date on which the Adjusted
Minimum Acquisition Price is applied(such calculation shall be made to thefirst decimal place denominated in yen,
and rounded down to the nearest whole
number). If any event of adjustment ofacquisition price occurs during theabove thirty (30) consecutive trading
days, the Adjusted Minimum
Acquisition Price shall be adjusted inaccordance with Paragraph 3 of this
Article.
(B) The “Pre-adjustment Minimum
Acquisition Price” used in the Minimum
Acquisition Price Adjustment Formula
shall be the Minimum Acquisition Pricethat is effective on the day prior to thedate on which the Adjusted Minimum
Acquisition Price is applied.
(C) The “Number of Already Issued
Ordinary Shares” used in the Minimum
Acquisition Price Adjustment Formula
shall be the number of shares ofOrdinary Shares of the Company(excluding the number of Ordinary
Shares that are treasury shares) alreadyissued on the record date if there is arecord date (in such cases, the number ofOrdinary Shares deemed to have been
issued on the record date in accordancewith i. (A) to (C) above shall not be
included) or on the date one month prior
to the date on which the Adjusted
Minimum Acquisition Price is applied if
there is no record date plus the numberof Ordinary Shares that have been
deemed to be the number of delivered
Ordinary Shares in accordance with i.
and ii. above prior to adjustment of the
Minimum Acquisition Price but thathave not yet been delivered.

19Current Articles of Incorporation

Proposed Amendments(D)

The “Payment Amount per Share” usedin the Minimum Acquisition Price
Adjustment Formula shall be: in the caseof i. (A) above, the amount to be paid in(or zero (0) yen if it is gratis allotment)(or fair market value if it is payment inproperty other than money); in the caseof i. (B) and (F) above, zero (0) yen; andin the case of i. (C) to (E) above, thePrice (however, in the case of (D), theModified Price).

iv.

In i. (C) to (E) above and iii. (D) above,the "Price" means the amount paid in
upon the issuance of Shares Combinedwith Acquisition Claims, Etc. or Shares
Combined with Acquisition Clauses,
Etc. (in the case of share options, theamount including the value of theproperty to be contributed upon theexercise of such share options) less thevalue of the property other thanOrdinary Shares delivered to the holdersof such Shares Combined withAcquisition Claims, Etc. or Shares
Combined with Acquisition Clauses,
Etc. upon such acquisition or exercise,
divided by the number of Ordinary
Shares delivered upon such acquisition
or exercise.

v.

In i. (E) above, the “number of “fully
diluted Ordinary Shares” shall becalculated by subtracting the number ofOrdinary Shares not yet delivered thatare included in the Number of Already
Issued Ordinary Shares pertaining tosuch Shares Combined with Acquisition
Clauses, Etc. according to iii. (C) abovefrom the Number of Already Issued
Ordinary Shares on the date on which
the Adjusted Minimum Acquisition
Price is applied, and adding the numberof Ordinary Shares to be delivered uponacquisition of such shares combinedwith acquisition clause, etc.

20Current Articles of Incorporation
vi.

vii.

Proposed Amendments

In cases where the record date for suchacts as described in i. (A) to (C) above isestablished, and where each such act issubject to a resolution for approval of acertain matter at a general meeting ofshareholders held on or after the relevant
record date as a condition precedent,
notwithstanding the provisions of i. (A)to (C) above, the Adjusted Minimum
Acquisition Price shall apply on andafter the day following the date ofconclusion of the general meeting ofshareholders that passed such approval
resolution.
If the difference between the Adjusted
Minimum Acquisition Price calculatedby the Minimum Acquisition Price
Adjustment Formula and prior toapplying the second sentence of i. above
and the Pre-adjustment Minimum
Acquisition Price is less than one (1)yen, no adjustment of acquisition priceshall be made. However, if any
circumstances arise that necessitate theadjustment of the Minimum Acquisition
Price by the Minimum Acquisition Price
Adjustment Formula at a later date andthe Minimum Acquisition Price is to be
calculated, the amount obtained bydeducting such difference from the Preadjustment Minimum Acquisition Price(such calculation shall be made to thesecond decimal place denominated inyen, and rounded down to the firstdecimal place) shall be used instead of
the Pre-adjustment Minimum
Acquisition Price in the Minimum
Acquisition Price Adjustment Formula.

(Consolidation or Split of Preferred Shares and Rights
to Be Allotted Shares, etc.)(Delete)Article 18

Unless otherwise provided for by laws
or regulations, the Company shall notconsolidate or split any Preferred Shares.

2.

The Company shall not grant thePreferred Shareholders any rights to be
allotted shares for subscription or shareoptions for subscription.
The Company shall not grant thePreferred Shareholders any rights for thefree allotment of shares or share options.

3.

(Order of Priority)
Article 19(Delete)Deleted21

Current Articles of Incorporation

Proposed Amendments(Prescription Period of Preferred Dividends)
Article 20

The provisions set forth in Article 52 ofthese Articles shall apply mutatis
mutandis to the payment of Preferred
Dividends and Preferred Interim
Dividends.

Chapter 4General Meeting of Shareholders

Articles 21 – 25

(Delete)

Chapter 3(Omitted)

Articles 14 – 18

CHAPTER 4-2 General Meeting of Class
Shareholders

2.

(Delete)The provisions of Articles 22, 23, and 25
shall apply mutatis mutandis to general
meetings of class shareholders.
The provisions of Paragraph 1 of Article
13 shall apply mutatis mutandis togeneral meetings of class shareholders
held on the same day as ordinary general
meetings of shareholders.

(Manner of Adopting Resolutions of General Meetingof Class Shareholders)
Article 27

2.

3.

(Unchanged)(Delete)(Application mutatis mutandis to General Meetings ofClass Shareholders)
Article 26

General Meeting of Shareholders(Delete)Unless otherwise provided for by laws
and regulations or these Articles ofIncorporation, resolutions of a general
meeting of class shareholders shall be
adopted by an affirmative vote of amajority of the voting rights of theshareholders in attendance who areentitled to vote.
Resolutions of a general meeting of classshareholders provided for in Article 324,
Paragraph 2 of the Companies Act shallbe adopted by an affirmative vote of
two-thirds (2/3) or more of the voting
rights of the shareholders in attendance
who hold in the aggregate not less than
one-third (1/3) of the total number ofvoting rights of all shareholders who areentitled to vote.
In the event that the Company carries
out any of the acts listed in each item of
Article 322, Paragraph (1) of theCompanies Act, a resolution of a general
meeting of class shareholders of which
Preferred Shareholders of the First
Series of Class 7 Preferred Shares are
members shall not be required unlessotherwise provided for by laws andregulations.

22Current Articles of Incorporation

Proposed Amendments

Chapter 5 Directors and the Board of Directors

Chapter 4 Directors and the Board of Directors

Articles 28 – 37

Articles 19 – 28

Article 38(Omitted)(Deleted)(Unchanged)(Deleted)

Chapter 6 Audit & Supervisory Board Members andAudit & Supervisory Board

Chapter 5 Audit & Supervisory Board Members andAudit & Supervisory Board

Articles 39 – 46

Articles 29 – 36

(Omitted)(Unchanged)

Chapter 7 Accounting Auditor

Chapter 6 Accounting Auditor

Articles 47 – 48

Articles 37 – 38

(Omitted)

Chapter 8 Accounts
Articles 49 – 52

(Unchanged)

Chapter 7 Accounts(Omitted)

Articles 39 – 42

23

(Unchanged)

Proposal No. 3:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors: Atsushi Ukawa, Takayuki Ota, Toshiyuki Wada, Hirohito
Sakaguchi, Osamu Tsukagoshi, Minoru Furukawa, Takao Koyama, Tomokazu Yamazawa and Atsuko
Ogasawara will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes to elect nine (9) Directors in total, including four (4) Outside Directors.
The candidates for Directors are as follows.
< Basic policy for nominating candidates for Directors >In accordance with its management philosophy, the Company nominates candidates for Directors based on
their potential to contribute to the Company’s sustainable growth and enhancement of medium-to long-term
corporate value.
While the Company is required to have a certain number of the Board members who are well versed in the
Company’s operations and its challenges, the diversity of expertise, experience and capability of the Board
members must be secured in order to ensure its independence and objectivity. From this perspective, it is theCompany’s basic policy to nominate individuals with thorough knowledge of the Company’s operations andchallenges as candidates for management executives and other executive director positions, and individuals
with a wide range of insights and background as candidates for Outside Directors.
< Procedures for nominating candidates for Directors >The Company has established the Personnel Committee, and matters regarding the nomination ofcandidates for Directors are deliberated and finalized by the Board of Directors based on the results of thereview by the said committee.
Current position within the
Company

No.

Name

1

Atsushi Ukawa(Reappointment)

2

Takayuki Ota(Reappointment)3

Toshiyuki Wada

(Reappointment)

4

Hirohito Sakaguchi(Reappointment)

5

Osamu Tsukagoshi(Reappointment)

6

Minoru Furukawa

7

Takao Koyama

8

Atsuko Ogasawara

9

Yoshihiro Nakagawa(Reappointment)(Outside Director)(Independent
Officer)(Reappointment)(Outside Director)(Independent
Officer)(Reappointment)(Outside Director)(Independent
Officer)(New Appointment)(Outside Director)(Independent
Officer)

24

Representative Director,
President and CEO
Representative Director andChairman
Director and Senior Managing
Executive Officer
Director and Managing
Executive Officer
Director and Managing
Executive Officer

Attendanceat the Boardof Directors
meetings
100.0%(15 / 15)100.0%(15 / 15)100.0%(15 / 15)100.0%(11 / 11)100.0%(11 / 11)

Director (Outside Director)

100.0%(15 / 15)

Director (Outside Director)

93.3%(14 / 15)

Director (Outside Director)

100.0%(15 / 15)

No.
1
Apr.
Aug.
Nov.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
July 19, 1956
Age
66
Years as a Director 11 years
Number of ordinary shares actually held
53,500 shares
Atsushi Ukawa
Number of ordinary shares potentially held
119,940 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1980 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)
2006 General Manager, Corporate Planning Division, the Bank of Ikeda, Ltd.
2006 Executive Officer, the Bank of Ikeda, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Director, The Senshu Ikeda Bank, Ltd.
2012 Director, the Company
2014 Managing Director, The Senshu Ikeda Bank, Ltd.
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director, President and CEO, the Company (current position)2018 Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Atsushi Ukawa as a candidate for Director >Mr. Atsushi Ukawa assumed the position of a Director of The Senshu Ikeda Bank, Ltd., a Group company, after having servedin the Corporate Planning, operation & system and several other departments. After assuming the position of Director of The
Senshu Ikeda Bank, Ltd., he successively held the positions of General Manager of the Operation Management Division and
the Corporate Planning Division, Director in charge of Regional Headquarters and Director in charge of the Loan, personnel
affairs and several other departments. He is especially well versed in the Corporate Planning and operation & system
departments. Accordingly, the Company believes that he has abundant knowledge and experience to ensure precise, fair andefficient execution of the overall business of the Group and sufficiently high social credibility as Representative Director.
* “Number of ordinary shares potentially held” represents the number of shares scheduled to be delivered in the future
corresponding to share acquisition rights granted under the stock option plan and is presented as reference.

No.
2
Apr.
Jun.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birthJanuary 29, 1958 Age
65
Years as a Director 7 years
Number of ordinary shares actually held
Takayuki Ota
52,080 shares
Number of ordinary shares potentially held
76,600 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1981 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2009 General Manager, Credit Analysis Division, The Senshu Bank, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Administration Officer, General Manager, Credit Division I, The Senshu Ikeda Bank,
Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2014 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Director, the Company
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director and Chairman, the Company (current position)2018 Representative Director and Chairman, The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Representative Director and Chairman, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Takayuki Ota as a candidate for Director >Mr. Takayuki Ota successively held the positions of General Manager of divisions and headquarters mainly in the Loan and
CS departments of The Senshu Ikeda Bank, Ltd., a Group company. He also has considerable achievements in administering
branch management as Director in charge of Regional Headquarters. Accordingly, the Company believes that he has abundant
knowledge and experience to ensure precise, fair and efficient execution of the overall business of the Group and sufficiently
high social credibility as Representative Director.

25

No.
3
Apr.
May
Jul.
Oct.
Jun.
Apr.
Jun.
May
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
October 8, 1963
Age
59
Years as a Director 3 years
Number of ordinary shares actually held
Toshiyuki Wada
32,500 shares
Number of ordinary shares potentially held 45,400 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1986 Joined the Bank of Japan
2007 Associate Director-General, Personnel and Corporate Affairs Department, the Bank ofJapan
2010 General Manager, Matsumoto Branch, the Bank of Japan
2012 Principal Examiner, Financial System and Bank Examination Department, the Bank ofJapan
2014 Deputy Director-General and Principal Examiner, Financial System and Bank
Examination Department, the Bank of Japan
2016 Director-General and Internal Auditor, Internal Auditors’ Office, the Bank of Japan2017 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Executive Officer, the Company
2020 Director, the Company
2020 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)
2021 Director and Senior Managing Executive Officer, the Company (current position)(Significant concurrent position)
Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Toshiyuki Wada as a candidate for Director >Mr. Toshiyuki Wada has successively held key positions in the personnel department, the financial system department, etc.,of the Bank of Japan. He assumed office as Officer secondarily in charge of the Loan department and Officer in charge ofthe personnel affairs and Corporate Planning departments of The Senshu Ikeda Bank, Ltd. in June 2017 and has properly
fulfilled his duties and responsibilities. Accordingly, the Company believes that he has abundant knowledge and experience
to ensure precise, fair and efficient execution of the overall business of the Group and sufficiently high social credibility.

No.
4
Apr.
May
Jun.
Jun.
Jun.
Jun.

Reappointment /Male

Date of birth
October 26, 1964
Age
58
Years as a Director 1 year
Number of ordinary shares actually held
Hirohito Sakaguchi
28,440 shares
Number of ordinary shares potentially held 31,800 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1988 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2016 General Manager, Honmachi Branch, The Senshu Ikeda Bank, Ltd.
2016 Executive Officer, The Senshu Ikeda Bank, Ltd.
2020 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2021 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)
2022 Director and Managing Executive Officer, the Company (current position)(Significant concurrent position)
Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Hirohito Sakaguchi as a candidate for Director >Mr. Hirohito Sakaguchi has long experience in the Loan department of The Senshu Ikeda Bank, Ltd., a Group company,
successively serving as General Manager of the Honmachi Branch, Officer in charge of Regional Headquarters, and Deputy
General Manager of the CS department. After assuming the position of Director of The Senshu Ikeda Bank, Ltd., he hascontinued to make considerable achievements in serving as Officer in charge of the CS department and the Loan department,
and as Officer secondarily in charge of the Corporate Planning department. Accordingly, the Company believes that he hasabundant knowledge and experience to ensure precise, fair and efficient execution of the overall business of the Group andsufficiently high social credibility.

26

No.
5
Apr.
Jun.
Jun.
May
Jun.
Jun.
Jun.

Reappointment /Male

Date of birth
December 27, 1964 Age 58
Years as a Director 1 year
Number of ordinary shares actually held
Osamu Tsukagoshi
27,200 shares
Number of ordinary shares potentially held 27,200 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1988 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2016 General Manager, Internal Audit Division, The Senshu Ikeda Bank, Ltd.
2017 Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Executive Officer, the Company
2021 Managing Executive Officer, the Company (current position)
2021 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)
2022 Director and Managing Executive Officer, the Company (current position)(Significant concurrent position)
Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Osamu Tsukagoshi as a candidate for Director >Mr. Osamu Tsukagoshi successively served as General Manager in the Loan, Internal Audit, and Corporate Planningdepartments of The Senshu Ikeda Bank, Ltd., a Group company. After assuming the position of Director of The Senshu
Ikeda Bank, Ltd., he has continued to make considerable achievements in serving as Officer in charge of the personnel
affairs department. Accordingly, the Company believes that he has abundant knowledge and experience to ensure precise,fair and efficient execution of the overall business of the Group and sufficiently high social credibility.

27

No.
6
Apr.
Jun.
Apr.
Jun.
Apr.
Jun.
Apr.
Apr.
Jun.
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment /Outside Director/Independent Officer/Male

Date of birthJune 13, 1943

Age

79

Years as a Director 6 years
Number of ordinary shares actually held
Minoru Furukawa
30,600 shares
Number of ordinary shares potentially held―
Past experience (Positions, responsibilities, and significant concurrent positions)1966 Joined Hitachi Zosen Corporation
1994 Chief Manager, Accounting Department, Hitachi Zosen Corporation
1998 Director, Hitachi Zosen Corporation
2001 Representative Director and Senior Managing Director, Hitachi Zosen Corporation2005 Representative Director and President, Hitachi Zosen Corporation2010 Representative Director, Chairman and President, Hitachi Zosen Corporation2013 Representative Director, Chairman and CEO, Hitachi Zosen Corporation
2016 Representative Director and Chairman, Hitachi Zosen Corporation
2016 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Senior Corporate Advisor Director, Hitachi Zosen Corporation2017 Senior Corporate Advisor, Hitachi Zosen Corporation2017 Outside Director, UNITIKA LTD. (current position)2017 Outside Director, the Company (current position)2017 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)2018 Outside Director, OKK Corporation (currently Nidec OKK Corporation)
2021 Advisor, Hitachi Zosen Corporation (current position)(Significant concurrent positions)
Advisor, Hitachi Zosen Corporation
Outside Director, UNITIKA LTD.
Auditor, Osaka Chamber of Commerce and Industry
General Director, The Japan Machinery Federation
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Minoru Furukawa as a candidate for Outside Director and expected roles>
Mr. Minoru Furukawa has successively held such positions as Representative Director of Hitachi Zosen Corporation as wellas key positions for Osaka Chamber of Commerce and Industry, The Japan Machinery Federation, and Kansai Economic
Federation. He has properly overseen corporate management as an Outside Director since June 2017. The Company highly
values his experience and capabilities, and believes that he will provide supervision and advice based on his knowledge if heis elected as Outside Director. The Company, therefore, proposes to reelect him as Outside Director.
<Independence>
There is no special interest between Mr. Minoru Furukawa and the Company.
Mr. Furukawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
There are standard banking transactions between Hitachi Zosen Corporation, where Mr. Furukawa serves as Advisor, and
the Group company. However, because such transactions in the most recent fiscal year account for less than 1% of eachcompany’s ordinary income, they do not affect the independence of Mr. Furukawa.
Mr. Furukawa’s role as Advisor at Hitachi Zosen Corporation is mainly to contribute to the business community and society,and he has not engaged in corporate management. Additionally, it has been six years since he left the office of Director of
Hitachi Zosen Corporation.

28

No.
7
Apr.
Apr.
Apr.
Apr.
Apr.
Jun.
Jun.
Jun.

Reappointment /Outside Director/Independent Officer/Male

Date of birth

December 11, 1948

Age

74

Years as a Director 6 years
Number of ordinary shares actually held
Takao Koyama
30,600 shares
Number of ordinary shares potentially held―
Past experience (Positions, responsibilities, and significant concurrent positions)1971 Joined Hitachi, Ltd.
2004 General Manager, Kanto Area Operation, Hitachi, Ltd.
2007 Vice President and Executive Officer; and General Manager of Kansai Area Operation,
Hitachi, Ltd.
2011 Representative Director, Executive Vice President and Executive Officer, Hitachi
Solutions, Ltd.
2012 Director, Executive Vice President and Executive Officer, Hitachi Solutions, Ltd.
2016 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Outside Director, the Company (current position)2017 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Takao Koyama as a candidate for Outside Director and expected roles >As Vice President, Executive Officer and General Manager of Kansai Area Operation of Hitachi, Ltd., Mr. Takao Koyama
successively held such positions as Deputy General Manager of Corporate Sales & Marketing Group, followed by his
position as a Representative Director and Executive Vice President of Hitachi Solutions, Ltd. He has properly overseen
corporate management as an Outside Director since June 2017. The Company highly values his experience and capabilities,
and believes that he will provide supervision and advice based on his knowledge if he is elected as Outside Director. The
Company, therefore, proposes to reelect him as Outside Director.
<Independence>
There is no special interest between Mr. Takao Koyama and the Company.
Mr. Koyama satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

29

No.
8
Apr.
Apr.
Apr.
May
Jul.
Apr.
May
Jun.
Jun.
Apr.
Jun.
Jun.
Feb.
Mar.

Reappointment /Outside Director/Independent Officer/Female

Date of birth

October 6, 1960

Age

62

Years as a Director 3 years
Number of ordinary shares actually held
Atsuko Ogasawara
7,000 shares
Number of ordinary shares potentially held―
Past experience (Positions, responsibilities, and significant concurrent positions)1983 Joined The Mainichi Newspapers Co., Ltd.
2006 General Manager, Okayama Bureau, The Mainichi Newspapers Co., Ltd.
2008 General Manager, Economic Department, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2011 General Manager, Kyoto Bureau, The Mainichi Newspapers Co., Ltd.
2014 Deputy General Manager, Editorial Bureau, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2016 General Manager, General Business Bureau, The Mainichi Newspapers Co., Ltd.
2017 Director, Japan High School Baseball Federation2018 Deputy Representative, Osaka Headquarters, The Mainichi Newspapers Co., Ltd.
2018 Director, The Daido Life Foundation (current position)2020 Executive Director (Part-time), National University Corporation Osaka University
2020 Outside Director, the Company (current position)2020 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)
2021 Director, Kansai Innovation Center (current position)
2023 External Director, CTI Engineering Co., Ltd. (current position)(Significant concurrent positions)
Director, The Daido Life Foundation
Director, Kansai Innovation Center
External Director, CTI Engineering Co., Ltd.
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Ms. Atsuko Ogasawara as a candidate for Outside Director and expected roles >Ms. Atsuko Ogasawara held key positions at The Mainichi Newspapers Co., Ltd. With her wide range of experience andachievements in the business world, Ms. Ogasawara has properly overseen corporate management as the first female
Director of the Company since June 2020. The Company highly values her experience and capabilities and believes that she
will provide supervision and advice based on her knowledge if she is elected as Outside Director. The Company, therefore,
proposes to reelect her as Outside Director.
<Independence>
There is no special interest between Ms. Atsuko Ogasawara and the Company.
Ms. Ogasawara satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

30

No.
9
Apr.
Jun.
Jun.
Jun.
Apr.
Apr.
Mar.
Jun.
Dec.
Apr.
Apr.

New appointment /Outside Director/Independent Officer/Male

Date of birth

May 6, 1953

Age

70

Years as a Director
Number of ordinary shares actually held
Yoshihiro Nakagawa―
Number of ordinary shares potentially held―
Past experience (Positions, responsibilities, and significant concurrent positions)1976 Joined Hankyu Corporation
2002 General Manager, Musical Theater Business Department, Entertainment Division,
Hankyu Corporation
2003 Deputy General Manager, Entertainment Division and General Manager, Musical
Theater Business Department, Hankyu Corporation2005 Director (Deputy General Manager, Entertainment Division and General Manager,
Entertainment Control Department), Hankyu Corporation2007 Managing Director (General Manager, Distribution Division) of Hankyu Corporation2013 Senior Managing Director and Representative Director (General Manager,
Entertainment Division) of Hankyu Corporation2014 President and Representative Director of Hankyu Corporation2014 Director, Hankyu Hanshin Holdings, Inc.
2016 Director, Hankyu Hanshin Hotels Co., Ltd.
2017 Chairman and Representative Director, Hankyu Hanshin Hotels Co., Ltd. (current
position)2017 Director, Gazoku-sansou Corporation (current position)(Significant concurrent positions)
Chairman and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
Director, Gazoku-sansou Corporation< Reason for appointing Mr. Yoshihiro Nakagawa as a candidate for Outside Director and expected roles >Mr. Yoshihiro Nakagawa has a wealth of experience and track record as a corporate manager, having served as
Representative Director of Hankyu Corporation and Hankyu Hanshin Hotels Co., Ltd., and he also possesses sufficientsocial credibility. As such, the Company believes he would be able to fulfill the role of Outside Director. With the
expectation that he will provide supervision and advice based on his knowledge if he is elected as Outside Director, theCompany proposes to elect him as Outside Director.
<Independence>
There is no special interest between Mr. Yoshihiro Nakagawa and the Company.
Mr. Nakagawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
There are standard banking transactions between Hankyu Hanshin Hotels Co., Ltd., where Mr. Nakagawa serves as
Chairman and Representative Director, and the Group company. However, because such transactions in the most recent
fiscal year account for less than 1% of each company’s ordinary income, they do not affect the independence of Mr.
Nakagawa.
It has been four years since he left the office of Director of Hankyu Hanshin Holdings, Inc..
Notes: 1. Mr. Minoru Furukawa, Mr. Takao Koyama, Ms. Atsuko Ogasawara, and Mr. Yoshihiro Nakagawa are candidates
for Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Regulation for Enforcement of theCompanies Act.
Mr. Minoru Furukawa, Mr. Takao Koyama, and Ms. Atsuko Ogasawara satisfy the requirements provided for by
the Tokyo Stock Exchange and the criteria for independence set forth by the Company. The Company, therefore,
has submitted to the Exchange a notification designating them as Independent Officers. If they are elected asoriginally proposed, they will continue to be Independent Officers. Mr. Yoshihiro Nakagawa satisfies therequirements provided for by the Tokyo Stock Exchange and the criteria for independence set forth by theCompany. The Company, therefore, will submit to the Exchange a notification designating him as an Independent
Officer. If he is elected as originally proposed, he will be an Independent Officer.
2. Mr. Minoru Furukawa, Mr. Takao Koyama, and Ms. Atsuko Ogasawara are currently Outside Directors of theCompany, and their respective terms of office as Outside Directors will be six (6) years for both Mr. Minoru
Furukawa and Mr. Takao Koyama, and three (3) years for Ms. Atsuko Ogasawara at the conclusion of this
General Meeting of Shareholders.
3. Liability limitation agreements with Outside Directors
In accordance with stipulations in the Articles of Incorporation, the Company has concluded liability limitationagreements with Outside Directors to limit the liability for damages under Article 423, Paragraph 1 of theCompanies Act to the amount stipulated in Article 425, Paragraph 1 of the Companies Act, assuming that theduties of the Outside Directors are performed in good faith and without gross negligence. If Mr. Minoru
Furukawa, Mr. Takao Koyama, and Ms. Atsuko Ogasawara are elected as Outside Directors at this General
Meeting of Shareholders, the Company plans to continue these agreements with them, and if Mr. Yoshihiro
Nakagawa is elected as Outside Director at this General Meeting of Shareholders, the Company plans to newly
conclude such an agreement with him.

31

4. Directors and Officers liability insurance (hereinafter, “D&O insurance”) contract
The Company has concluded a D&O insurance contract that insures all Directors with an insurance company.
This contract will cover any damages that may arise in the event that Directors assume liability resulting from theexecution of their duties. The term of the D&O insurance contract is one year and will be renewed upon the
Board of Directors’ resolution before the expiration date of the said term. If each candidate assumes office, they
will be insured under the insurance contract.

Skill Matrix of Director Candidates
Skill

Internal Directors
Outside Directors

Atsushi
Ukawa
TakayukiOta
Toshiyuki
Wada
Hirohito
Sakaguchi
Osamu
Tsukagoshi
MinoruFurukawa
Takao
KoyamaAtsukoOgasawara
Yoshihiro
Nakagawa

Corporate
management/
Governance

•
•
•
•
•
•
•
•

Financialaccounting

•
•
•
•
•

Risk
management/
Compliance

•
•

•
•
•

Organization/
Personnel

Marketing

•
•
•

•

•
•
•
•
•

•

IT/Digital

Social(ESG/SDGs)

Finance

Region

•

•

•
•
•
•
•

•
•
•
•
•

•

•

* Each skill item is marked with • if the following criteria are met.

•

•
•
•
•
•
•

Corporate management/Governance• Has a high level of insight into corporate management and governance, having had experience in top management,
management strategy, business management, and internal control supervisory departments or similar, and longexperience as an Outside Director.
Financial accounting• Has a high level of insight into finance and accounting, having had experience in finance departments, accounting
departments, or similar.
Risk management/Compliance• Has experience in risk management departments, legal departments, or similar, and a high level of insight intorisk management and compliance, such as being qualified as an attorney-at-law.
Organization/Personnel• Has a high level of insight into organizations and human resources, having had experience in human resource
departments, experience in the management of entire organizations as top management, or similar.
Marketing• Has a high level of insight into marketing, having had experience in sales departments (including as a branchmanager at the Bank), or similar.
IT/Digital• Has a high level of insight into IT and Digital, having had experience in systems departments, IT strategy planningand formulating departments, or similar.
Social (ESG/SDGs)• Has a high level of insight into Social (including ESG), having had experience in departments planning andformulating ESG-related measures, PR departments, or similar.
Finance• Is familiar with the banking business, domestic and overseas financial and economic conditions and regulatory
trends, having had experience working in the banking business or experience working for financial authorities,
etc.
Regions• Is familiar with customers, trends, historical, geographical and cultural characteristics in the subsidiary bank’sbusiness areas, having had experience working at the Company or subsidiary bank.
32

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
To prepare for an eventuality in which the number of Audit & Supervisory Board Members falls short of that
stipulated by laws and regulations, the Company proposes the election of one (1) substitute Audit & Supervisory
Board Member.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for substitute Audit & Supervisory Board Member is as follows.
Outside/Independent Officer/Male

Apr.
Apr.
Apr.
Apr.
Aug.
Apr.
Jan.
Apr.
Apr.
Apr.
May
Apr.
Aug.
Apr.
Jun.

Date of birth
March 31, 1949
Age
74
Years as an Audit & Supervisory Board—
Kenichi Yoshimoto
MemberNumber of ordinary shares actually held―
Number of ordinary shares potentially held―
Past experience (Positions and significant concurrent positions)1974 Assistant, Faculty of Economics, Wakayama University
1979 Associate Professor, Faculty of Economics, Wakayama University
1986 Associate Professor, School of Law, Osaka University
1994 Professor, School of Law, Osaka University
1997 Councilor, Osaka University
1999 Professor, Graduate School of Law and Politics, Osaka University
2003 Vice Chairman, Corporate Legal Committee, Osaka Chamber of Commerce andIndustry
2004 Dean, Osaka University Law School
2004 Professor, Graduate Schools, Osaka University
2005 General Manager, Legal Office, Osaka University
2006 External Audit & Supervisory Board Member, FURUNO ELECTRIC CO., LTD.
2012 Professor, School of Law, Kobe Gakuin University
2012 Special Counsel, DAICHI LEGAL PROFESSIONAL CORPORATION (current
position)
2014 Councilor, Kobe Gakuin University
2016 Outside Audit & Supervisory Board Member, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Special Counsel, DAICHI LEGAL PROFESSIONAL CORPORATION
Outside Audit & Supervisory Board Member, The Senshu Ikeda Bank, Ltd.

Notes: 1. There is no special interest between Mr. Kenichi Yoshimoto and the Company.
2. Mr. Kenichi Yoshimoto is a candidate for substitute Outside Audit & Supervisory Board Member and satisfies therequirements provided for by the Tokyo Stock Exchange and the criteria for independence set forth by the Company.
Therefore, if he assumes office as Outside Audit & Supervisory Board Member, the Company will submit to the
Exchange a notification designating him as Independent Officer. If he assumes office as Outside Audit &Supervisory Board Member, he will resign from the position of Outside Audit & Supervisory Board Member, The
Senshu Ikeda Bank, Ltd.
3. The reason for nominating Mr. Kenichi Yoshimoto as a candidate for a substitute Outside Audit & Supervisory Board
Member is that we believe that he will be able to conduct objective and neutral audits of the legality of theCompany’s business execution and other matters based on his experience as a university professor and his extensive
insight.
Although he has not been involved in corporate management other than in his capacity as an outside director in thepast, the Company believes that he will be able to appropriately perform his duties as an Outside Audit &Supervisory Board Member for the abovementioned reasons.
4. Liability limitation agreements with substitute Outside Audit & Supervisory Board Members
In the event that Mr. Kenichi Yoshimoto assumes office as Outside Audit & Supervisory Board Member, theCompany intends to conclude a liability limitation agreement with him to limit the liability for damages under Article
423, Paragraph 1 of the Companies Act to the amount stipulated in Article 425, Paragraph 1 of the Companies Act, in
accordance with stipulations in the Articles of Incorporation.
5. D&O insurance contract
The Company has concluded a D&O insurance contract with an insurance company, which covers any damages that
may arise in the event that Audit & Supervisory Board Members assume liability resulting from the execution of theirduties.
If Mr. Kenichi Yoshimoto assumes office as Audit & Supervisory Board Member, he will be insured under the
insurance contract.

33

<Reference>

Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
The Senshu Ikeda Group judges the independence of the respective candidates for Outside Directors/Audit &Supervisory Board Members according to the following criteria.
<Standard for judging the independence>
At the Senshu Ikeda Group, as a general rule, Outside Directors/Audit & Supervisory Board Members shall bethose who do not fall under any of the following requirements, at present or recently.1
1. A person who deems the Group to be a major2 business partner, or in the case of a company, an executing
person thereof.
2. A person who the Group deems to be a major business partner, or in the case of a company, an executing
person thereof.
3. A business consultant, an accounting specialist or a legal specialist who has received a large sum3 of moneyand other properties other than Officers’ remuneration from the Group (or a quasi-executing person who has
belonged to the payee’s group).
4. A person who the Company deems to be a major shareholder4 of the Company, or in the case of a company,
an executing person thereof.
5. A payee of a large sum of donation from the Group, or a quasi-executing person of the payee’s group, in thecase where the receiver of the monies, etc., is an entity.
6. A former executing person of any of the Group companies in the past.5
7. A relative6 of a person (excluding those who are not significant) mentioned below:
A. A person who is mentioned in the aforementioned items 1 through 6
B. Directors, Audit & Supervisory Board Members, Executive Officers and important employees of any of
the Group companies
Notes:
1. Definition of “recently”: Refers to cases that might be regarded as almost “at present,” for example, including
the case where said person fell under any infringement requirement item since the content of a proposal forthe selection as Outside Director or Outside Audit & Supervisory Board Member was determined.
2. Definition of “major”: Refers to 2% or more of the consolidated net sales per annum (Consolidated ordinary
income in case of the Company) for the nearest fiscal year, as a benchmark for judgment.
3. Definition of “a large sum”: Refers to a three-year average amount of ¥10 million or more per annum for the
past three years.
4. Definition of “major shareholder”: Refers to a shareholder who held 10% or more of the total voting rights at
the end of the nearest fiscal year.
5. Definition of “past”: Refers to “within 10 years up to the present.”
6. Definition of “relative”: Refers to “within the second degree of kinship of a person.”34

Shareholder Proposal
Proposal No.5 has been made by a shareholder. The number of voting rights held by such shareholder (oneperson) is 629.
“Reasons for the proposal” is presented in the original text as submitted by the shareholder.
Proposal No. 5:

Partial Amendments to the Articles of Incorporation1.

Details of the proposal
The Company shall change its trade name to “Kabushiki Kaisha Osaka Chuo Fainansharu Hoorudingusu” inJapanese and “Chuo Osaka Financial Holdings, Inc.” in English.

2.

Reasons for the proposal
The Bank of IKEDA, Ltd. conducted its business mainly in the Hokusetsu area (a region that encompasses thenorthern edge of Osaka Prefecture and the eastern edge of Hyogo Prefecture), and the Senshu Bank, Ltd.
conducted its business mainly in Kishiwada, the southern part of Osaka. Both entities boasted extremely highname recognition in their respective regions. In 2009, the two companies merged to become Senshu Ikeda
Holdings, Inc., and the deposit ranking of the merged company rose to around No. 30. While one would liketo say that brand recognition has similarly risen, just a short distance from Osaka, most people are unaware of
the place names of ”Ikeda” or “Senshu.” This is not due to a lack of effort to make the name more well known,
but rather a lack of familiarity with the place names themselves. Moreover, with the addition of the word
"Holdings" alone to such unfamiliar place names, people do not understand what the company does.
Changing the trade name to “Chuo Osaka Financial Holdings, Inc.” would have a priming effect of making it
recognizable to anyone all over Japan, and people of all ages would say, 'Oh, I know it. It's a large financial
company in Osaka, so it is safe.’ It is in this hope that I make this proposal.
I ask all shareholders who are concerned about the future of Senshu Ikeda for their consideration.

Opinion of the Board of Directors regarding the Proposal No.5
The Board of Directors is opposed to this proposal.
The Company was established in October 2009 as a leading independent financial holding company in the Kansai
region in terms of its scale and business content.
Since then, leveraging its characteristic feature as an independent company, the Company has fulfilled its role as aregional financial institution. Accordingly, the trade name of the Company, as well as the trade name of its coresubsidiary, the Senshu Ikeda Bank, Ltd. have become widely known, and the Company does not believe it isnecessary to change the trade name at this time.
Regarding the trade and company name of “Osaka Chuo Financial Holdings (in Japanese),” particularly “Osaka
Chuo,” a part of that name, there are many company names that are highly similar, particularly the “Osaka Chuo”
part (Note 1). The Company is concerned that this situation could lead to the misconception that the Company is agroup company of such other unrelated companies. In addition, such a misconception may be detrimental to thecharacteristic feature of the Company as an independent company.
For this reason, the Company has determined that the proposal from a shareholder, namely, to change the tradename of the Company, will not contribute to the enhancement of shareholder value, and the Board of Directors
opposes the proposal.
(Note 1) According to the Corporate Number Publication Site of the National Tax Agency, there are 56 companies that have “Osaka
Chuo (in Japanese)” in their name (as of April 27, 2023).

35

Reference
Initiatives regarding the Company’s Corporate Governance
1 Basic concept regarding corporate governance
The Company is a holding company with subsidiaries such as the Senshu Ikeda Bank, which upholds theManagement Principle of striving to become a financial group that “endear ourselves to the regional community”
by providing services tailored to customers’ needs, while valuing “broad networks of relationships” and “anenterprising spirit.” In order to ensure sustainable growth and the medium- to long-term enhancement ofcorporate value, the Company is engaged in initiatives to develop its corporate governance in line with thefollowing basic principles.
(1) We respect the rights of our shareholders and strive to ensure their quality.
(2) We consider the interests of stakeholders and strive to ensure appropriate cooperation.
(3) We disclose corporate information in an appropriate manner and strive to ensure the transparency ofsuch information.
(4) The Board of Directors and the Audit & Supervisory Board strive to enhance the effectiveness of theirsupervision and audits of the execution of business in line with their fiduciary responsibilities for ourshareholders.
(5) We strive to engage in constructive dialogue with our shareholders in order to contribute to sustainablegrowth and the medium- to long-term enhancement of corporate value.

Corporate governance structure of the Group
Appointment/Removal

General Meeting of Shareholders
Appointment/Removal

Report on Audit

Accounting audit
Sustainability Committee
Risk Management Committee
Compliance Committee
Money Laundering and Funding ofTerrorism Countermeasures Committee
ALM Committee
Efficiency Improvement Committee

Bringing
discussed
issues tomeetings/
ReportingCorporate Planning and General Affairs Division
SX Strategy Office

Board of Directors

Bringing important issues
to meetings/Reporting on
business execution

Management Committee

Group Strategy Division

DX Strategy Office

The Senshu Ikeda Bank

Audit & Supervisory Board

Management Committee

Branches

Personnel Committee
Remuneration Committee
Risk Management Committee
Compliance Committee
Money Laundering and Funding ofTerrorism Countermeasures Committee
ALM Committee
Head Office

AdviceRepresentative
Directors

Report on Audit

Audit & Supervisory Board

Personnel Committee
Supervision
Joint
Remuneration Committee coordination

Report on Audit
Directors/Executive Officers

Personnel Affairs DivisionInternal Audit DivisionInternal audit

General Risk Management Division

Digital Bank Preparation Office

General Meeting of Shareholders
Board of Directors

Joint coordination

Appointment/
Supervision Supervision

Instruction/
Direction

Senshu Ikeda Tokai Tokyo Securities

Senshu Ikeda Holdings

Accounting Auditors

Appointment/Removal

General Meeting of Shareholders
Audit & Supervisory Board
Board of Directors
Management Committee

BranchesCompliance Committee

Head OfficeReference

2 The Board of Directors and the Audit & Supervisory Board
The Company has formulated the following basic policy with regard to the policy for nominating candidates for
Directors and Audit & Supervisory Board Members of the Company<Basic policy for nominating candidates for Directors>
In accordance with its management philosophy, the Company nominates candidates for Directors based on theirpotential to contribute to the Company’s sustainable growth and enhancement of medium- to long-term
corporate value.
While the Company is required to have a certain number of Board members who are well versed in the
Company’s operations and its challenges, the diversity of expertise, experience and capability of the Board
members must be secured in order to ensure its independence and objectivity. From this perspective, it is theCompany’s basic policy to nominate individuals with thorough knowledge of the Company’s operations andchallenges as candidates for management executives and other executive director positions, and individuals
with a wide range of insights and background as candidates for Outside Directors.

<Basic policy for nominating candidates for Audit & Supervisory Board Members>
The Company appoints as candidates for Audit & Supervisory Board Members (including Outside Audit &Supervisory Board Members) persons who can be expected to ensure independence from business executors
and establish an excellent corporate governance system that is compatible with the sustainable growth andsocial credibility of the Company.
The Company secures various opportunities for substantive discussions and examinations by the Board of
Directors, and determines the number of members of the Board of Directors from the perspective ofemphasizing the speed of decision making. Currently, the Board of Directors is composed of nine Directors andfour Audit & Supervisory Board members.
All four independent outside directors have management experience at other companies.
Some of the Directors have experience in international departments and with overseas work, and all haveexcellent knowledge, experience and capabilities. In terms of gender, we have appointed female outside
directors, and in terms of work experience, some persons have had experience working in the media. In addition,
we have endeavored to ensure diversity in terms of age, with three persons in their fifties, three persons in their
sixties, and three persons in their seventies (following the approval of Proposal No. 3).

Composition of the Board of
Directors following approvalof Proposal No. 3■ Internal Directors■ Outside Directors

5

Including 1 female
Ratio of
Outside Directors

44.4%

4

Reference
Initiatives regarding the Company’s Corporate Governance3 Basic Concept Regarding Business Portfolio
The Group established a Basic Concept Regarding Business Portfolio in May 2022 for the purpose of clarifying its
business portfolio strategies and increasing the effectiveness of supervision by the Board of Directors.

Basic Concept Regarding Business Portfolio
1.

Purpose of business portfolio management
The purpose of business portfolio management shall be to demonstrate synergies among businesses
and strive for sustained enhancement of corporate value of the Group as a whole, consisting of theCompany, its consolidated subsidiaries, and affiliated companies under the equity method (hereinafter,“the Group”), through the rearrangement of the overall business portfolio and allocation ofmanagement resources.

2.

Classification of business areas
In business portfolio management, the business areas of the Group shall be classified into thecorporate solutions division, retail division, private banking division, regional co-creation division, andother (market division), and the individual divisions shall be the basic unit for management judgments
relating to the business portfolio.

3.

Types of management judgments
The types of management judgments relating to the business portfolio shall be as follows.
(1) Entry into new businesses(2) Expansion and improvement of existing businesses(3) Contraction of existing businesses and withdrawal from existing businesses(4) Selection of business models (solo or in alliance with external parties)(5) Other changes in business portfolio of a scale that would potentially have an impact on the corporate value of the Group(6) Allocation of management resources in line with the implementation of (1) through (5)4.

Governance structure(1) The Board of Directors of the Company will decide on basic matters regarding business portfolio
management and supervise the implementation of business portfolio management.
(2) The Management Committee of the Company will deliberate and decide on important mattersregarding business portfolio management under the supervision of the Board of Directors.

5.

Evaluation of businesses and consideration of non-financial value(1) In business portfolio management, businesses will be evaluated with the profitability of the individual division, growth potential, and synergy with other businesses as the basic focus of evaluation.
(2) In making management judgements relating to the business portfolio, in addition to using the resultsof business evaluations, due consideration will also be given to non-financial value, including consistency with the Management Principle and contribution to regional communities.

6.

Incorporation into management plans
When formulating or revising Medium-Term Business Plan and other management plans, the Board of
Directors will deliberate on the need to review the business portfolio and management resources
allocation plans and incorporate the outcomes of those deliberations in the management plans.

Reference

4 Evaluation of Effectiveness of Board of Directors
With the objective of enhancing the functions of the Board of Directors, the Company conducts an analysis andevaluation of its effectiveness on an annual basis. Since fiscal 2020, upon ensuring a mechanism in which
external organizations are used to highlight issues, the Directors and Audit & Supervisory Board Members are
asked to complete a questionnaire survey consisting of five sections, “Composition and operation of the Boardof Directors,” “Management and business strategies,” “Corporate ethics and risk management,” “Evaluation andremuneration of executive management team,” and “Engagement with shareholders, etc.” for the purposes ofself-evaluation.
[Issues in previous fiscal year and details of initiatives]
In fiscal 2022, the following six matters were established as issues, and we strived to improve the effectivenessof the Board of Directors by implementing or considering initiatives in those areas.
(1) Clear statement of arguments and improvement of quantity and composition of those arguments in Board of
Directors materials
For the improvement of the operation of the Board of Directors, summaries were introduced for some of theBoard of Directors report materials in fiscal 2021. In fiscal 2022, a trial was conducted of clearly stating the“arguments” as a way of clarifying the key points for debate. We will continue to make improvements in thequantity and composition of those arguments to support supervision and discussion by the Board of Directors.
(2) Officer training that will lead for the advancement of practical discussions
An annual training schedule for officer training was produced, and seminars for officers were conducted on
the topics of “human capital management,” “cyber security,” “unconscious bias,” and “countermeasuresagainst money laundering and funding of terrorism.” These seminars were attended by both internal andoutside officers.
With the objective of deepening outside officers’ understanding of sales in the field, an observation tour ofthe subsidiary bank was conducted of two branches. Four Outside Directors, two Outside Audit &Supervisory Board Members, and two Outside Audit & Supervisory Board Members of the subsidiary bankparticipated in that tour.
(3) Securing time for deliberation of important proposals
In fiscal 2021, we strived to secure time for deliberations by holding some joint Board of Directors meetings
with Senshu Ikeda Bank and shortening the time required for explanations by providing matters for report inadvance. In fiscal 2022, we organized and debated the concepts of “authority” and “responsibility” in the
allocation of authority with the aim of achieving rational execution of duties.
(4) Enhancement of debate relating to the promotion of human resources strategy and DX strategy
Based on the Basic Policy on Human Resources Development established in April 2021, in June 2022, ahuman resources development plan, comprising “development of solutions human resources who are
equipped with both knowledge and experience,” “human resources development for a structure of 1,800
staff,” “creation of an organizational culture that encourages challenge and growth,” and “promotion of
women’s advancement and fostering a culture of mutual understanding,” was resolved.
For DX strategy, after debating the issue on four occasions in fiscal 2022, we established a DX plan in March
2023.
(5) Enhancement of supervision relating to the status of operation of the internal whistleblower system
The status of operation of the internal whistleblower system is confirmed every three months in Board of
Directors meetings.
(6) Enhancement of debate based on engagement with shareholders and investors and strengthening of information delivery
Shareholder roundtables had been held online since fiscal 2020 to prevent the spread of COVID-19, but in
February 2023, one was held in person over two days. Financial results briefings were held on two occasions,and one-on-one meetings with institutional investors were held on a total of 42 occasions, involving 25
companies.
The content of these dialogues with shareholders and investors was discussed in Board of Directors meetings. To strengthen our delivery of non-financial information, such as TCFD disclosures, we published ourinaugural Integrated Report in June 2022.

Reference
Initiatives regarding the Company’s Corporate Governance[Results of evaluation in the year under review]
For fiscal 2022 as well, analysis and evaluation were conducted at the Board of Directors meetings in April andMay, 2023, based on the results of the questionnaire survey. In the survey, positive evaluations comprised the
majority of responses, indicating that the issues of the previous year had been improved, resulting in
confirmation that the effectiveness of the Board of Directors has been duly ensured.

Summary of Questionnaire on the Effectiveness of the Board of Directors
Item

Summary of FY2022 Survey

Surveyed officers

Senshu Ikeda Holdings
9 Directors & 4 Audit & Supervisory Board Members
Senshu Ikeda Bank
11 Directors (including concurrently serving Directors) & 4 Audit & Supervisory Board Members(Total: 19)

Questions Composition and operation of the Board of Directors
 Management and business strategies
 Corporate ethics and risk management
 Evaluation and remuneration of executive management team Engagement with shareholders, etc.

Evaluation

Scoring on 5-point scale

Overall score: Average 4.2 points (from a total of 5 points) (FY2020: 4.5 points; FY2021: 4.4 points)
Percentage of evaluations: Positive (Score of 5 or 4): 87%; Negative (Score of 2 or 1): 3%[Key themes for further improvement of effectiveness]
In FY2023, we will position the following two themes as key themes to work on.
(1) More active debate on and deepening of initiatives for human resources strategy
Particular emphasis will be given to discussion with an awareness of human capital management(2) Stricter implementation and monitoring/supervision of internal control
In light of conspicuous changes in the business environment, as the holding company, we will correctly
identify and understand the key risks to the individual Group companies and strive to develop and implement a more effective system for supervision. In particular, in light of the fact that the world’s eyes are
increasingly on the Group, we will work toward the further improvement of effectiveness regarding theprevention of money laundering and funding of terrorism.
To work on these issues, we will strive to improve the content and quantity of materials for Board of Directors
meetings to support the Board’s supervision and debate. In addition, by promoting constructive dialogue withshareholders, we will strengthen our gathering of shareholders’ opinions and connect them to the medium- tolong-term enhancement of corporate value.
Similar analysis and evaluation has been conducted at our major subsidiary, Senshu Ikeda Bank, and we haveconfirmed that the effectiveness of the Bank’s Board of Directors has been duly ensured.

Reference

5 Concept regarding the Company’s cross-shareholdings(1) Basic policy regarding cross-shareholdings.
Since the bank merger in 2010, the Company has reduced cross-shareholdings with the aim of reducing therisk of shareholding.
Going forward, we will continue to reduce cross-shareholdings. The reduction of cross-shareholdings willcontinue on the assumption of sufficient dialogue with our business partners after comprehensively considering
matters such as the risk of shareholding and the efficiency of capital.
However, the Company may hold limited shares if this contributes to the medium- to long-term enhancementof the corporate value of the Group and investees or if this is deemed necessary for the creation of regional
communities and for the revitalization of regional communities.
(2) Policy for FY2023 cross-shareholdings
The Company pursued the reduction of cross-shareholdings with the aim of reducing the ratio of the fiscal
year-end book value of cross-shareholdings (including shares deemed to be held) to less than 20% ofconsolidated net assets by the end of fiscal 2023 (if shares deemed to be held are not included, the target ratio
is less than 10% of consolidated net assets). During fiscal 2022, the Company divested six stocks with a market
value of 4.5 billion yen. However, due to the increase in the market value of shares, the ratio of cross-shareholdings
to consolidated net assets at the end of the fiscal year was 22.6%. We will continue to reduce crossshareholdings in fiscal 2023 with the aim of achieving the target ratio.
(3) Holding status of cross-shareholdings
Balance of cross-shareholdings (including shares deemed to be held) and the Company’s consolidated net asset ratio(1) Fair value of cross-shareholdings

Company consolidated net asset ratio((1)/ Company consolidated net asset)(2) Acquisition cost288

Number of securities
180(¥ billion)
45.0%

100.0
80.0
60.0

78.4

36.8%
79.0

40.0

172

161

91.6

20.0

148

143

139

50.0
40.0

69.2
27.8%
52.2

44.9

(%)

151

36.9

22.1%42.0
18.1%

51.9

21.0%

51.7

20.6%

51.7

22.6%

30.0
20.0

30.4

26.7

26.1

25.6

22.1

March
2019

March
2020

March
2021

March
2022

March
2023

10.0
0.0

0
March
2010

March
2017

March
2018

(

actual ratio
Consolidated net asset ratio not including
shares deemed to be held: 11.4% in March 2023)

Reference
Initiatives regarding the Company’s Corporate Governance
6 Policy for Determining Remuneration for Officers
For details of the policy for determining remuneration for individual officers, please refer to page 64 of thisconvocation notice (Japanese original).

Officer remuneration for the 15th term (fiscal 2023)
Details of officer remuneration for the 15th term under the decision-making policy are as follows.
For persons concurrently serving at The Senshu Ikeda Bank, Ltd., the amount paid by the Bank is included.

1. Overall view of remuneration
Officer remuneration consists of basic remuneration, performance-linked remuneration, and stock options.
Total amount (million yen)
Representative
Director and President

35.52 – 47.52

Representative
Director and Chairman

30.12 – 37.62

Director and Senior
Managing Executive Officer

22.20 – 27.60

Senior Managing
Executive Officer

19.80 – 25.20

Managing Executive
Officer

17.16 – 20.76

Executive Officer

16.32 – 18.57
Basic remuneration

Performance-linked remuneration

Stock options

2. Basic remuneration
The amount of remuneration is determined according to position, responsibilities, etc.

Reference

3. Performance-linked remuneration
 he performance indicators for the 15th term are as follows, and the amount of performance-linked
T
remuneration fluctuates according to the achievement rate. If the achievement rate falls short of the range
shown below, the lower limit of the predetermined performance-linked remuneration amount shall be paid,
and if the achievement rate exceeds the range shown below, the upper limit shall be paid. The target values
for each index are determined by the Board of Directors.
Item

Performance index

Profitability indicator

Bank non-consolidated core business net income (excluding gains
and losses on investment trust cancelations)

Future potential indicator
Soundness indicator

Number of solutions
Capital adequacy ratio (holding company consolidated) owever, performance-linked remuneration shall not be paid if the following performance indicators set by theH
Board of Directors are not achieved.
Bank non-consolidated core business net income(excluding gains and losses on investment trust cancelations)
Profit attributable to owners of parent(holding company consolidated) or Directors other than the President and Chairman, a certain ratio of performance-linked remuneration shallF
be determined by qualitative evaluation according to the performance status of each individual. The Board of
Directors shall establish evaluation criteria for the performance status, and shall delegate the evaluation ofeach individual based on these criteria to the President.
4. Non-monetary remuneration
 he type of shares subject to stock acquisition rights to be granted as stock options shall be common stockTof the Company, and the number of shares subject to each stock acquisition right shall be 100 shares.
The amount equivalent to the payment amount for the stock acquisition rights shall be determined based on
position, responsibilities, and share price, etc. The determined amount is divided by the fair price of stockacquisition rights calculated by a fair calculation method, such as the Black-Scholes model, to obtain thenumber of shares, and the number of shares divided by 100 shall be the number of units of stock acquisitionrights.
 claw-back clause for stock options shall be established, whereby in the event that there is deemed to haveAbeen illegal or improper execution of duties, acts that violate the duty of due care or duty of loyalty of aprudent manager, or acts equivalent thereto, the Company may acquire all the stock acquisition rights held by
the holder of said stock acquisition rights (limited to stock acquisition rights granted as non-monetary
remuneration of the Bank) without consideration.

Reference
Toward Vision ’25
Management Principle
Strive to become a financial group that “endear ourselves to the regional community” by providing
services tailored to customers’ needs, while valuing “broad networks of relationships” and “anenterprising spirit.”

Vision ’25
We contribute to building a future society where everyone can feel comfortable and thrive, byoffering thorough solutions to our regional customers and developing our potential ability.
 now the various issues facing customers, and accurately provide the optimumK
solutions from customers’ point of view.……………………………………… Customers

Basic Policy reate a workplace where employees can feel motivated, experience self-growth, andCengage in diverse activities by living up to customers’ expectations.……… Employees
 ontribute to the sustainable development of the regional communities
Cand the creation of safe and prosperous lives for regional customers throughour business activities. …………………………………………… Regional communities●

In May 2020, the 10-year anniversary of the merger, the Group formulated Vision ’25, the Group’s vision
for 2025, which will be a year of great growth of the Osaka-Kansai Japan Expo 2025. Following thecompletion of the period of strengthening our business structure under the Fourth Medium-TermBusiness Plan, we aim to realize our growth strategy with a view to Vision ’25 under the Fifth
Medium-Term Business Plan.
Fiscal 2023
Third year of
the Fifth Medium-Term
Management Plan

May 2020

10-year anniversaryof the merger

2020

2018

Fourth Medium-Term Management Plan
1st Arrow Completed

2nd Arrow Completed

2021
Vision’25

3rd Arrow Completed

Period of strengthening business structure(Fiscal 2021 to Fiscal 2023)

2023

Fifth Medium-Term
Management Plan

2025

2030

Osaka-Kansai
Japan Expo 2025

SDGs

Realization of Vision ’25
池田泉州ホールディングスグループは
持続可能な開発目標（SDGs）
を支援しています。

Reference[Thorough Solutions]
Expand the balance sheet of potentials, which is the Group’s characteristics, towards the realization of
Vision ’25, and develop a thorough solution business●

Balance sheet of potentials (possibility’s balance sheet)
Advantages
Market(economic scale, gateway to Asia)
Innovation(Concentration of universities andresearch institutions, manybusiness openings)
Wealthy elderly, SMEs in diverse
industries

Open collaborations/open innovation
Industry, academia,
government, etc.
Other industries
Professional
businesses

Business
firms

Customers

Growth opportunities
Umekita Second Phase (from 2024)
Osaka-Kansai Japan Expo 2025

National
and local
government

Media

Financial
institutions

Research
institutions
Universities

Resources

Photos provided by Japan Association forthe 2025 World Exposition
The entire area of the city of Osaka wasdesignated as “Super City” in April 2022.

Services, products

Employment support, businesssuccession, M&A support, etc.
Senshu Ikeda Tokai Tokyo
Securities, Shizen Soken, etc.

Realize
dreamsVenturestartups

Diverse human resourcesHigh added value
Strategic partners

Thorough solutions

Prosperous business areas

Alliances

Be useful
Needs/
issuesIncreasepresence

Increase
empathy
Increase
potential

Regions

Expand the balance sheet of potentials with multiple networks and human resources development ➡ High-quality solutions

Practicing the six key words in “The Growth S”, a bold challenge to a changing future society
Speed – ability to achieve breakthroughs, Small Success – starting from small successes,
Solution – problem solving, Support – accompaniment, Suitability – appropriate suggestions,Sustainability – seeking sustainability,Reference
Sustainable Management
1 Sustainability Declaration

The Senshu Ikeda Holdings Group supports
池田泉州ホールディングスグループは
the Sustainable Development
Goals (SDGs).
持続可能な開発目標（SDGs）
を支援しています。

The Senshu Ikeda Holdings Group contributes to the realizationof sustainable regional communities and is working to achieve
its own sustainable growth by solving regional issues throughbusiness activities utilizing a wide range of partnerships, basedon our management philosophy.

Examples of sustainability initiatives

Began handling positive impact finance (from April 2022)●

Amount implemented as of Dec. 31, 2022 (4 cases): 750 million yen

Business alliance with KURADASHI Co., Ltd. (from December 2022)
 eclaring as its vision to be “the company that reduces food waste the most in Japan,”D
KURADASHI Co., Ltd. is engaged in businesses that contribute to solving social issues.
●It purchases food products that are nearing their use-by dates and products that are difficult to sell on
regular distribution routes due to issues such as packaging defects, and sells them on its e-commerce
site, “kuradashi.”●Senshu Ikeda Bank supports the SDGs management of its business partners by introducing them tokuradashi.
●
Under this alliance, the Bank held a Kuradashi business talks event in January 2023, which 8 of theBank’s business partners attended.
●

Bank’s business partners(food product businesses, etc.)●●

 ant to engage in food waste reductionWWant to solve issue of food inventory storage anddisposal costs(4) Hold businesstalks

 ants to increase volume of goods handled forW
reduction of food waste●
Wants to increase number of companies thatendorse “kuradashi”●(2) Request introduction of “kuradashi”(3) Introduce food productbusinesses, etc.

(1) Inform about “kuradashi” initiative

 ants to contribute to food waste reduction initiativesW
as a local financial institution●
Wants to solve issues of business partners●

Reference
Initiatives for diversity and inclusion
1 Initiatives to realize diversity and inclusion
Fostering a culture of mutual understanding
Unconscious
bias training

In order to foster a culture of mutual understanding, we provided training to executive personnel,
including officers, to eliminate unconscious bias.

Chat sessions
with theexecutive
management
team

We hold “chat sessions with the executive management team” asa “communication forum” aimed at revitalizing the organization
through free and open dialogue. The President and othermembers of the executive management team visit the various
workplaces, where they conduct initiatives aimed at increasing
engagement through dialogue with staff on an equal footing.
Since they began in October 2022, these chat sessions had been
held at 55 locations by April 2023.

Positive action in promoting women’s advancement
We have established the following numerical targets in order to promote the active participation of
women, and will work to achieve them by March 31, 2027.

Target 1: The percentage of women in managerial positions* shall be 30% or more

(21.6% as of March 31, 2022)(23.5% as of March 31, 2023)

Action plan

Target 2: T he percentage of childcare leave-taking shall be 100%for both men and women(44.9% for men, 100% for women, and 71.3% for both men and women as of March 31, 2022)(92.3% for men, 100% for women, and 96.6% for both men and women as of March 31, 2023)* Managerial positions refer to positions in which the person is responsible for organizational management responsibilities as the person
in charge. Specifically, this refers to a person who is in a position of “deputy manager,” “assistant,” or above, with subordinates.

Female leader
training

As one of the “positive actions” to promote the active participation of women, we conduct training
targeting career design and motivation.

Support for balancing work with childcare“Returning-towork support
meetings”

We hold “returning-to-work support meetings” as an opportunity for
employees who are in the same position, whether it be pre-childbirthor returning to work after childbirth, to get together. At these meetings
we think about how to achieve balance for ourselves and about future
career development through information provided from the Bank, theexchange of information among participants, and the experiences ofsenior employees. Since fiscal 2013, these meetings have been held
every month, making it an important network for employees from thepre-childbirth stage to the child raising stage, irrespective of gender.

Planning Diary
PAPA’S HAND
BOOK

To celebrate female employees who give birth, we present them with a Planning
Diary, which is a support tool for when they return to work.
In addition, in order to create synergy between work and family, we present men
whose partners have given birth with “PAPA’S HAND BOOK,” which contains agreat deal of information necessary for parents following the birth of a child.
We also offer messages of congratulations to new parents from the President.

Shared use ofCompany-led
daycarecenters

As the chronic shortage of daycare centers continues, we are actively
promoting the shared use of Company-led daycare centers. Companies
take the initiative in securing daycare centers and supporting employees’
return to work after taking childcare leave.

Returning-to-work support meetings

Planning Diary, PAPA’S HAND BOOK

Reference

Improving work-life balance

Operating the
kid’s banking
college

Since fiscal 2015, we have been operating the “kid’s banking college” atactual branches for the children of employees. Having parents andchildren think together about working while learning about the functionsof banks and the professions of parents makes it possible to improve
the work-life balance of the employees themselves. Parents and theirchildren can enjoy participating in this event, where employees’ children
are allowed to actually wear the uniform, explore inside the bank, andinterview their moms and dads about what is challenging andworthwhile in doing their work.
kid’s banking college

Introduction of“Wevox”
engagement survey

We introduced “Wevox,” a tool designed to visualize in numbers engagement in the Bank and at its
departments and branches by having staff complete a simple questionnaire survey on a regularbasis. This will enable more effective approaches to increasing engagement with employees.

Roundtable for Working
Moms and Dads –Overcoming the Hurdleof 1st Grade

We held a panel discussion and roundtable with bank employees who have cleared the “hurdle of
1st grade” that working parents face when their children reach elementary school age and who areflourishing at the bank, to alleviate the anxieties felt when balancing work and raising children and tohelp them achieve that balance positively and develop their careers going forward.

Introduction ofside business
schemeWith the objectives of enriching employees’ private lives and, by extension, improving their work-lifebalance, we introduced a side business scheme that allows employees to engage in activities thattake advantage of their hobbies and interests as a side business.
It is hoped that the experiences, personal networks, and other benefits gained through such sidebusinesses will be returned to the Bank, which will bring new discoveries and insights to theorganization and lead to the creation of innovation.

2 External evaluation
Eruboshicertification

A system of certification for companies that promote the active participationof women
In 2016, we acquired the highest “three-star level.”

Platinum
KuruminA system of certification for companies that are working to support thebalance between work and childcare
In 2017, we acquired “Kurumin” and in 2020 we acquired “Platinum Kurumin” asa company that met the highest standards.

Commendation for companies
promoting equality and compatibility(Ministry of Health, Labour andWelfare)In fiscal 2016, we received the “Minister of Health, Labour and Welfare Excellence Award” in theequal promotion company division of the “Equality and Compatibility Promotion Company Awards.”

Osaka City Women’s Advancement
Leading Company Mayoral
Commendation (Osaka City)

From among the 95 organizations certified from January to December 2016, we received the“Excellence Award” as a company that is particularly advanced or is continuing to make steadyefforts.

Blue RoseAward forwomen
flourishing in theworkforceAs the successor to the Osaka Sakuyahime Award, the Blue Rose Award recognizes
women leaders who are expected to flourish even further in the workforce in future
and to become a role model for women coming after them. Two of our employees
received the Blue Rose Award in the inaugural awards in fiscal 2022.